UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices, and Zip Code)
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
On July 30, 2024, Radian Group Inc. (the “Company”) issued a redemption notice (the “Redemption Notice”) pursuant to Section 8.03 of the Fifth Supplemental Indenture, dated as of September 26, 2017 (the “Supplemental Indenture”), which supplements the Senior Indenture, dated as of March 4, 2013 (the “Base Indenture,” and the Base Indenture as supplemented by the Supplemental Indenture, the “Senior Indenture”), between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as Trustee, announcing the early redemption of all of its outstanding 4.500% Senior Notes due 2024 (the “Notes”) on September 27, 2024 (the “Redemption Date”), prior to the October 1, 2024 scheduled maturity date of the Notes. The principal amount of the Notes outstanding is $450 million. The redemption price will be 100% of the principal amount of the Notes and will be payable together with accrued and unpaid interest on the Notes up to, but excluding, the Redemption Date.
A copy of the Redemption Notice is furnished as Exhibit 99.1 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| * | Furnished herewith |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RADIAN GROUP INC. | ||||||
| (Registrant) | ||||||
| Date: July 30, 2024 | By: | /s/ Sumita Pandit | ||||
| Sumita Pandit | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
NOTICE OF REDEMPTION
RADIAN GROUP INC.
4.500% Senior Notes due 2024
CUSIP No. 750236AU5
NOTICE IS HEREBY GIVEN, pursuant to Article VIII of the Fifth Supplemental Indenture dated as of September 26, 2017 (the “Supplemental Indenture”), which supplements the Senior Indenture dated as of March 4, 2013 (the “Base Indenture,” and the Base Indenture as supplemented by the Supplemental Indenture, the “Indenture”) between Radian Group Inc. (the “Company”) and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association (the “Trustee”), relating to the Company’s 4.500% Senior Notes due 2024 (CUSIP Number 750236AU5) (the “Notes”), that the Company will redeem all of the outstanding Notes on September 27, 2024 (the “Redemption Date”). All capitalized terms in this Notice of Redemption not otherwise defined in this Notice of Redemption have the meanings assigned to them in the Indenture.
The principal amount of the Notes outstanding is $450,000,000. The Redemption Price for the Notes will be 100% of the principal amount of the Notes. The Redemption Price is payable together with accrued and unpaid interest on the Notes.
On the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and interest thereon, if any, will cease to accrue on and after the Redemption Date. Unless the Company defaults in paying the Redemption Price, the only remaining right of the Holder will be to receive payment of the Redemption Price upon presentation and surrender of the notes to the Trustee in its capacity as Paying Agent. Payment of the Redemption Price to the Holders will be made upon presentation and surrender of the Notes to the Trustee by first-class mail, certified or registered mail or courier at:
| U.S. Bank Trust Company, National Association 111 Fillmore Avenue East St. Paul MN 55107 Attention: Corporate Trust Services |
| Radian Group Inc. | ||
| By: | U.S. Bank Trust Company, National Association, as Trustee and Paying Agent | |
Dated: As of July 30, 2024
The CUSIP number has been assigned to this issue by organizations not affiliated with the Company or the Trustee and is included solely for the convenience of the noteholders. Neither the Company nor the Trustee shall be responsible for the selection or use of this CUSIP number, nor is any representation made as to the correctness or accuracy of the same on the notes or as indicated in this Notice of Redemption.
Document and Entity Information |
Jul. 30, 2024 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | RADIAN GROUP INC |
| Amendment Flag | false |
| Entity Central Index Key | 0000890926 |
| Document Type | 8-K |
| Document Period End Date | Jul. 30, 2024 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 1-11356 |
| Entity Tax Identification Number | 23-2691170 |
| Entity Address, Address Line One | 550 East Swedesford Road |
| Entity Address, Address Line Two | Suite 350 |
| Entity Address, City or Town | Wayne |
| Entity Address, State or Province | PA |
| Entity Address, Postal Zip Code | 19087 |
| City Area Code | (215) |
| Local Phone Number | 231-1000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.001 par value per share |
| Trading Symbol | RDN |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |